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Corporate Governance

Recticel publishes its Corporate Governance Charter in accordance with the requirements of the Belgian Corporate Governance Code 2009 (www.corporategovernancecommittee.be). The Charter contains a detailed description of the governance structure and the company's governance policy. The most recent version is dated 26 March 2015.

In accordance with the Belgian Companies Code, the Board of Directors is authorised to undertake all necessary actions to achieve the company's objectives, except those that only the General Meeting is authorised to perform by law. The authority granted to the Board of Directors was not further limited in the articles of the association. The terms of reference of the Board of Directors are described in detail in the Recticel Corporate Governance Charter.

The Audit Committee, whichsupervises the financial reporting process, the effectiveness of the company’s internal control and risk management systems, the internal audit, statutory control of annual and consolidated accounts, and the Auditor’s independence. The Audit Committee is also responsible for informing and advising the Board of Directors regarding the annual follow up of internal control and risk management systems.

The Remuneration and Nomination Committee, whichmakes proposals to the Board of Directors regarding the remuneration policy and individual remuneration of directors and management. This committee prepares the remuneration report and makes the necessary proposals regarding evaluation, appointment, reappointment and induction of directors.

Executive Management

The Board of Directors entrusts day-to-day management of the company to its Managing Director and Chief Executive Officer, Olivier Chapelle SPRL/BVBA, represented by its General Manager and permanent representative, Mr. Olivier Chapelle. The CEO is assisted by the Management Committee, which has an advisory role and is not an executive committee in the sense of the Belgian Companies Code. The Management Committee consists of the chief officers and general managers of all business lines and group-wide responsibilities, such as finance, HR, legal, purchasing, IT and sustainable innovation.

Internal control and risk management

The Board of Directors and Executive Management are responsible for identifying and quantifying risks and setting up and maintaining efficient control mechanisms.

Corporate policies have been developed to cover important principles such as ethics, safety, health and environment, quality, conflicts of interest, antitrust and fraud. These are further explained in our Business Control Guide, which provides concrete and detailed guidelines on the level of tax management, treasury management, accounting policies, investments, purchases, mergers, takeovers and related matters.

The Board of Directors and Executive Management regularly review the most important risks to which the Recticel Group is exposed and submit a list of priorities. A general description of the risks can be found in the financial section of our annual report.

Internal Audit Department

The Internal Audit Department works according to an Internal Audit Charter. Its primary function is to deliver objective opinions about the internal control in place in the Recticel Group. The Internal Audit Department aims to provide reasonable assurance that the strategic, operational, compliance and reporting objectives of the Recticel Group are being realised in the most efficient way.

To this end, they seek to ensure the following objectives:

Reliability and integrity of information

Compliance with policies, plans, procedures, laws and agreements

Safeguarding of assets

Economical and efficient use of resources

Goals set by operations and programmes

External auditor

Recticel has entrusted the external audit of the company and its consolidated accounts to Deloitte Bedrijfsrevisoren. The external auditor conducts audits in accordance with the standards of the Belgian Institute of Company Auditors. The auditor delivers a report which confirms whether the company’s annual accounts and consolidated financial statements are a true reflection of its assets, financial condition and results. The Audit Committee investigates and discusses these bi-annual reports in the presence of the external auditor and, afterwards, with the Board of Directors.

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